Corporate transactions

Transactional work

Our corporate and commercial team has particular strength in transactional work and regularly successfully completes share and asset deals ranging in enterprise value from £1m to £150m, bringing experts in commercial property, employment law and dispute resolution to assist the process and utilise the experience of our private client lawyers to assist with protecting any personal wealth created by the deal.

Buying and selling shares or business and assets

Whether you are growing by acquisition or seeking a sale, successfully completing a transaction always requires good team work and advisers who understand that your business needs to continue operating whilst the commercial, financial and legal process progresses. Our corporate lawyers will help achieve your goals as quickly as possible, calmly working with all parties involved in a constructive way to deliver the result you are seeking.

For buyers, we will ensure you have considered the legal risks, protected your investment with legal due diligence, appropriate warranties and indemnities, retentions, restrictive covenants and more, but in a way that is commercially acceptable to the sellers.

For sellers, we seek to ensure the consideration is secured and your liability is minimised as far as possible with limits on the warranties and a comprehensive disclosure exercise. We are skilled at dealing with complex financing including loan notes, earn-outs, ratchets and completion account adjustment mechanisms.

Management buy-outs and buy-ins

Management teams buying out shareholders or buying in to join existing shareholders are usually backed by private equity, bank funding and/or venture capital and our corporate team is well-versed in negotiating reasonable terms.

Legal due diligence

As part of a transaction, legal due diligence is an important process designed to elicit any challenging issues early in the process, thus enabling negotiated resolution between the parties before a deal concludes, rather than fighting warranty and indemnity claims post-completion.

Our corporate team regularly carries out vendor and buyer due diligence, from full report exercises on major transactions to more limited exceptions reporting exercises where we look for key issues.

When acting for sellers, the due diligence exercise is an important precursor to the disclosure process, whereby we endeavour to give peace of mind to sellers, helping them to avoid any post-completion warranty and indemnity claims.

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